Your Directors have pleasure in presenting the 38th Annual Report together with the AuditedStatement of Accounts and the Auditors' Report of your company for the financial year ended, 31stMarch, 2024.
(In Lakhs except EPS"
PARTICULARS
2023-24
2022-23
TOTALREVENUE
414.26
284.75
PROFITBEFOREDEPRECIATIONANDTAX
118.56
-38.67
PROFITBEFORETAX
36.64
-128.10
PROFITAFTERTAX
123.90
-44.87
EARNINGSPERSHARE(EPS)
1.26
-0.46
Our company continues to maintain its leadership in the near-shore business in India whileexpanding its client base by partnering with several new customers. We are also providing vesselsfor crew transfers and marine surveys, thereby broadening our range of services. Leveraging ourengineering expertise, strong financial foundation, and sound business acumen, the company isnow planning to diversify into shore-based infrastructure projects, including but not limited to oil,gas, and water sectors. This strategic expansion will further grow our customer base and enhancethe company's capabilities. You Company will also make headway in Defense related medicalequipment which we are currently working on.
Pursuant to the provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting,Audit, Transfer & Refund) Rules, 2016, all dividends remaining unpaid or unclaimed for a periodof 7 years from the date of their transfer are required to be transferred by the Company to theInvestor Education and Protection Fund (IEPF) established by the Government of India.Accordingly, all unpaid or unclaimed dividends up to the financial year 2016-17 have become duefor transfer, and the Company has completed the process and filed the relevant forms. Further, asper the aforementioned provisions, all relevant shares corresponding to the unpaid/unclaimeddividends have also been transferred to the demat account of the IEPF Authority as per thespecified details. Company has delayed in the payment of Rs. 3.02 lacs in the IEPF account.
The particulars as required under the provisions of Section 134(3) (l), no changes have occurredwhich have affected the financial position of the company between 31st March, 2024 and the dateof Board's Report.
Pursuant to Section 92(3) read with Section 134(3)(a)of the Act, the Annual Return as on March31, 2024is available on the Company's website.
During the Financial Year 2023-24, the Company held 4 board meetings of the Board of Directorsas per Section 173 of Companies Act, 2013 which is summarized as below. The provisions ofCompanies Act, 2013 and listing agreement were adhered to while considering the time gapbetween two meetings:
S. No.
Date of Meeting
Board Strength
No. of Directors Present
1
29thMay, 2023
6 (including CFO)
2
14thAug, 2023
3
14thNov, 2023
4
14thFeb, 2023
a. Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of theCompany confirms that in the preparation of the annual accounts, the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures.
b. The directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of state of affairs of the company at the end of the financial year and of profit and lossof the company for that period.
c. The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities.
d. The directors have prepared the annual accounts on a going concern basis; and
e. The directors, in the case of a listed company, had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively.
The Statutory Auditors of the Company, M/s S C M K & Co. LLP, Chartered Accountants [ICAIRegistration No. W100662], had been appointed at the Annual General Meeting held on30thDecember, 2020 for a term of five consecutive years i.e., up to the conclusion of Annual GeneralMeeting for the financial year 2024-2025, The statutory auditor confirmed that, they satisfy theeligibility criteria to be ratified as Statutory Auditor in the Company.
There are remarks given by the Auditor in their Report as below:
1. The Company has delayed transferring Rs. 3.02 lakh to the Investor Education and ProtectionFund. The same is now in process.
During the year under review, statutory auditor has not reported any instances of Fraudcommitted against the Company by its officers or employee, the details of which needed to bereported to the Board as per Section 143(12) of the Companies Act, 2013.
The Company had disclosed loans, guarantees or investments made under Section 186 of theCompanies Act, 2013 during the year under review in the financial statement if applicable.
The company had disclosed the transaction with related parties in the financial statement ifapplicable.
SR.NO.
NAME
DESIGNATION
TRANSACTION
FY 2023-24(In Rs.)
FY 2022-23(In Rs.)
1.
Avik G. Duke
Chairman&Managing Director
Remuneration
59,30,000
54,85,000
2.
George D. Duke
Promoter, andFather of Chairmanand ManagingDirector
ProfessionalFees, Conveyance
18,61,000
8,33,000
3.
Venkatesham
Busa
Chief FinancialOfficer
Salary
5,46,000
5,15,000
4.
Priyanka Singh
Company Secretary
1,44,000
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act,
2013 in respect of conservation of energy and technology absorption have not been furnished
considering the nature of activities undertaken by the company during the year under review.
Steps taken / impact on conservation of energy, with special reference to the following:
(i) Steps taken by the company for utilizing alternate sources of energy including wastegenerated our company has put into effect a fuel saving scheme on all vessels. Thisminimizes our carbon foot print and helps protect our environment. Your company has alsomade efforts to recycle waste on board all vessels.
(ii) Capital investment on energy conservation equipment- There has been no capitalinvestment for the same except for the fact that the company is reducing engine's size tosave on fuel consumption and hence carbon emissions.
1. Your company has been actively involved in new technology absorption and is gearing up tomeet global standards.
2. Benefits derived as a result of the above efforts, has been considerable fuel savings whichhave benefitted our clients and the environment.
Type of Income
st
31 March,2024
31 March,2023
Marine & Offshore Income
2,48,45,070.60
1,68,750
Mobilisation Charges - Transportation
41,17,000
Service Charges
1,11,028.27
-
Fuel Oil - Duke Express
51,912.20
Total
2,90,73,098.87
43,37,662.20
Type of Expenses
Foreign Travelling
29,31,000
Engines/Spares
37,56,183.20
24,55,899
Other Payments
20,63,000
1,28,219.54
87,50,183.20
25,84,118.54
The ongoing conflict in Gaza, as part of the broader Israel-Hamas situation, has already impactedoil prices. Rising tensions between Israel and Iran pose further risks to oil supply chains,potentially leading to significant price increases. The World Bank has highlighted the potentialspike in oil prices should a direct conflict between Iran and Israel occur. Despite these war-likesituations in multiple regions, the price of crude oil has declined significantly this year. To mitigatethis risk, our company continues to focus on near-shore and harbor activities to counter theslowdown in the oil and gas industry.
Additionally, with an increase in fleet size, mechanical failures can pose a threat to income. Toaddress this, our company remains committed to enhancing its maintenance capabilities andensuring operational efficiency.
The company has not accepted any deposits during the year.
As per Section 135(5) of the Companies Act, 2013 and Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules, 2014 and schedule VII of the Companies Act, 2013, the company hasduly constituted CSR Committee. The committee has decided the activities to be undertaken by thecompany and the expenditures to be incurred on the same and recommended the same to theboard therefore the board approved the CSR policy.
Pursuant to the provisions of the Companies Act, 2013, the Board has conducted an annualperformance evaluation of its own performance, the performance of individual directors, as wellas the functioning of its Audit, Nomination & Remuneration, and Compliance Committees. Astructured questionnaire was developed, incorporating inputs from the Directors, which coveredvarious aspects of the Board's functioning, including the adequacy of its composition, Boardculture, execution of duties, obligations, and governance practices.
A separate evaluation was undertaken for individual Directors, including the Chairman of theBoard, based on criteria such as level of engagement and contribution, independence of judgment,and safeguarding the interests of the Company and its minority shareholders. The performanceevaluation of Independent Directors was carried out by the entire Board, while the evaluation of
the Chairman and Non-Independent Directors was conducted by the Independent Directors, whoalso reviewed the performance of the Secretarial Department.
The Board of Directors of the Company hereby confirms that all the independent directors dulyappointed by the Company have given the declaration and they meet the criteria of independenceas provided under section 149(6) of the Companies Act, 2013.
APPOINTMENT DATE
Mr. Sujay Nitin Kantawala
Independent Director
25/09/2014
Ms. Revati Ganesh Pambala
17/12/2021
Mr. Pranay Mehta
18/01/2019
The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by the Board in the Board meeting, subject to thesubsequent approval of the shareholders at the General Meeting and such other authorities, as maybe required. The remuneration is decided after considering various factors such as qualifications,experience, performance, responsibilities shouldered, industry standards as well as financialposition of the Company.
Any director who is in receipt of any commission from the company and who is a managing directoror whole time director of the company shall not be disqualified from receiving any remunerationor commission from any holding company or subsidiary company of such company .(section 197(14))
No remuneration has been paid to Non-executive Directors of the company during the year. Thecompany shall disclose the number of shares and convertible instruments held by non-executiveDirectors.
As required by section 204 of the Companies Act, 2013, M/s R S Rajpurohit & Co, Practicing CompanySecretary of Mumbai was appointed as the Secretarial Auditor of the Company and he has carried outthe Secretarial Audit of the Company and has submitted his Report which is annexed to this report alongwith 'Annexure-II'. The aforesaid report contains some qualifications, reservation or adverse remarkswhich need explanation in the Director's Report.
1. It is observed that company is late in Filling of forms and in fund transfer to Investor Educationand Protection Funds. The Company has delayed transferring amount to the IEPF and do the non¬compliance for IEPF process and we have made the comment on the same.
Company's Reply: Company is in process to transfer the same.
2. It is observed that company's Independent Director are not yet registered with the independentdirector data base the same is in due process.
Company's Reply: Company is in due process for the same.
As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the ListingAgreement, the company has established Vigil Mechanism for directors and employees to reportgenuine concerns and made provisions for direct access to the chairperson of the Audit Committee.Company has formulated the present policy for establishing the vigil mechanism/ Whistle BlowerPolicy to safeguard the interest of its stakeholders, Directors and employees, to freelycommunicate and address to the Company their genuine concerns in relation to any illegal orunethical practice being carried out in the Company.
Your Company has a well-established framework of internal operational and financial controls,including suitable monitoring procedures systems which are adequate for the nature of itsbusiness and size of the operations.
SEBI Regulations on compliance of conditions of Corporate Governance does not apply to theCompany. However, Company is complying with all other SEBI regulations and listing agreements.
By the order of the Board ForDUKE OFFSHORE LIMITED
SD/- Avik George DukeManaging DirectorDIN:02613056Place: MumbaiDate: 14/08/2024